“In Q3, we had strong profitability and cash from operations, despite
the economic environment. We believe we are well positioned for
long-term growth in both the enterprise and security intelligence
markets due to our broad product portfolio and strong competitive
position”

“In Q3, we had strong profitability and cash from operations, despite
the economic environment. We believe we are well positioned for
long-term growth in both the enterprise and security intelligence
markets due to our broad product portfolio and strong competitive
position,” said Dan
Bodner, CEO and President.

Financial Highlights

Below is selected unaudited financial information for the three and nine
months ended October 31, 2012 prepared in accordance with generally
accepted accounting principles (“GAAP”) and not in accordance with GAAP
(“non-GAAP”).

Three Months Ended October 31, 2012 – GAAP

Revenue: $201.5 million

Operating Income: $16.8 million

Diluted EPS: $0.04

Nine Months Ended October 31, 2012 – GAAP

Revenue: $610.6 million

Operating Income: $64.0 million

Diluted EPS: $0.41

Three Months Ended October 31, 2012 – Non-GAAP

Revenue: $202.6 million

Operating Income: $45.7 million

Diluted EPS: $0.63

Nine Months Ended October 31, 2012 – Non-GAAP

Revenue: $618.0 million

Operating Income: $128.2 million

Diluted EPS: $1.74

Financial Outlook

Below is Verint’s non-GAAP outlook for the year ending January 31, 2013.

We expect revenue in the range of $845 million plus or minus 1%

We expect diluted earnings per share in the range of $2.50 plus or
minus 5 cents

Timing of Verint/CTI Merger

Verint continues to expect the previously announced merger with Comverse
Technology, Inc. (“CTI”) to close in February 2013. The closing of the
merger is subject to certain conditions including, among other things,
the effectiveness of Verint’s Form S-4 registration statement and
receipt of the approvals of Verint and CTI shareholders, and there can
be no assurance as to when or if the transactions contemplated by the
merger agreement will be consummated.

Conference Call Information

We will conduct a conference call today at 4:30 p.m. ET to discuss our
results for the third quarter ended October 31, 2012 and outlook for the
year ending January 31, 2013. An online, real-time webcast of the
conference call will be available on our website at www.verint.com.
The conference call can also be accessed live via telephone at
1-866-510-0705 (United States) and 1-617-597-5363 (international) and
the passcode is 44122593. Please dial in 5-10 minutes prior to the
scheduled start time.

About Non-GAAP Financial Measures

This press release and the accompanying tables include non-GAAP
financial measures. For a description of these non-GAAP financial
measures, including the reasons management uses each measure, and
reconciliations of these non-GAAP financial measures to the most
directly comparable financial measures prepared in accordance with GAAP,
please see Tables 2 and 3 as well as "Supplemental Information About
Non-GAAP Financial Measures" at the end of this press release. Because
we do not predict special items that might occur in the future, and our
outlook is developed at a level of detail different than that used to
prepare GAAP financial measures, we are not providing a reconciliation
to GAAP of our forward-looking financial measures for the year ending
January 31, 2013.

About Verint Systems Inc.

Verint® (NASDAQ: VRNT) is the global leader in Actionable
Intelligence® solutions and value-added services. Its
extensive portfolio of Enterprise Intelligence Solutions™ and Security
Intelligence Solutions™ helps worldwide organizations capture and
analyze complex, underused information sources—such as voice, video and
unstructured text—to enable more timely, effective decisions. More than
10,000 organizations in 150 countries, including over 85 percent of the
Fortune 100, use Verint solutions to improve enterprise performance and
make the world a safer place. Headquartered in New York and a member of
the Russell 3000 Index, Verint has offices worldwide and an extensive
global partner network. Learn more at www.verint.com.

Cautions About Forward-Looking Statements

This press release contains forward-looking statements, including
statements regarding expectations, predictions, views, opportunities,
plans, strategies, beliefs, and statements of similar effect relating to
Verint Systems Inc. These forward-looking statements are not guarantees
of future performance and they are based on management's expectations
that involve a number of risks and uncertainties, any of which could
cause actual results to differ materially from those expressed in or
implied by the forward-looking statements. Some of the factors that
could cause actual future results or conditions to differ materially
from current expectations include: uncertainties regarding the impact of
general economic conditions in the United States and abroad,
particularly in information technology spending and government budgets,
on our business; risks associated with our ability to keep pace with
technological changes and evolving industry standards in our product
offerings and to successfully develop, launch, and drive demand for new
and enhanced, innovative, high-quality products that meet or exceed
customer needs; risks associated with the planned merger (the "Merger")
with our controlling stockholder, CTI, pursuant to the terms and
conditions of the Agreement and Plan of Merger we executed on August 12,
2012 (the “Merger Agreement”), including risks associated with our and
CTI's ability to satisfy the conditions and terms of the Merger, and to
execute the Merger in the estimated timeframe, or at all, and the
issuance of shares of our common stock in connection with the Merger;
uncertainties regarding the expected benefits of the Merger; risks
arising as a result of unknown or unexpected CTI obligations or
liabilities assumed upon completion of the Merger, or as a result of
parties obligated to provide us with indemnification being unwilling or
unable to stand behind such obligations; risks associated with any
litigation against us or our directors or officers that we may face, or
any litigation against counterparties that we may inherit, in connection
with the Merger; uncertainties regarding the tax consequences of the
Merger; risks associated with CTI's current ability to control our board
of directors and the outcome of matters submitted for stockholder
action; risks associated with being a consolidated subsidiary of CTI and
formerly part of CTI's consolidated tax group; risks due to aggressive
competition in all of our markets, including with respect to maintaining
margins and sufficient levels of investment in our business; risks
created by the continued consolidation of our competitors or the
introduction of large competitors in our markets with greater resources
than we have; risks associated with our ability to successfully compete
for, consummate, and implement mergers and acquisitions, including risks
associated with capital constraints, costs and expenses, maintaining
profitability levels, management distraction, post-acquisition
integration activities, and potential asset impairments; risks that we
may be unable to maintain and enhance relationships with key resellers,
partners, and systems integrators; risks relating to our ability to
effectively and efficiently execute on our growth strategy, including
managing investments in our business and operations and enhancing and
securing our internal and external operations; risks relating to our
ability to successfully implement and maintain adequate systems and
internal controls for our current and future operations and reporting
needs and related risks of financial statement omissions, misstatements,
restatements, or filing delays; risks associated with the mishandling or
perceived mishandling of sensitive or confidential information, security
lapses, or with information technology system failures or disruptions;
risks associated with our ability to efficiently and effectively
allocate limited financial and human resources to business, development,
strategic, or other opportunities that may not come to fruition or
produce satisfactory returns; risks associated with significant
international operations, including, among others, in Israel, Europe,
and Asia, exposure to regions subject to political or economic
instability, and fluctuations in foreign exchange rates; risks
associated with complex and changing local and foreign regulatory
environments in the jurisdictions in which we operate; risks associated
with our ability to recruit and retain qualified personnel in regions in
which we operate; challenges associated with selling sophisticated
solutions, long sales cycles, and emphasis on larger transactions,
including in accurately forecasting revenue and expenses and in
maintaining profitability; risks that our intellectual property rights
may not be adequate to protect our business or assets or that others may
make claims on our intellectual property or claim infringement on their
intellectual property rights; risks that our products may contain
undetected defects, which could expose us to substantial liability;
risks associated with a significant amount of our business coming from
domestic and foreign government customers, including the ability to
maintain security clearances for certain projects; risks associated with
our dependence on a limited number of suppliers or original equipment
manufacturers for certain components of our products, including
companies that may compete with us or work with our competitors; risks
that our customers or partners delay or cancel orders or are unable to
honor contractual commitments due to liquidity issues, challenges in
their business, or otherwise; risks that we may experience liquidity or
working capital issues and related risks that financing sources may be
unavailable to us on reasonable terms or at all; risks associated with
significant leverage resulting from our current debt position, including
with respect to covenant limitations and compliance, fluctuations in
interest rates, and our ability to maintain our credit ratings; risks
relating to our ability to timely implement new accounting
pronouncements or new interpretations of existing accounting
pronouncements and related risks of future restatements or filing
delays; and risks associated with changing tax rates, tax laws and
regulations, and the continuing availability of expected tax benefits.
We assume no obligation to revise or update any forward-looking
statement, except as otherwise required by law. For a detailed
discussion of these risk factors, see our Annual Report on Form 10-K for
the fiscal year ended January 31, 2012, our Quarterly Report on Form
10-Q for the quarter ended October 31, 2012, when filed, and other
filings we make with the SEC.

This press release does not constitute an offer of any securities for
sale. In connection with the merger, Verint and CTI expect to file with
the Securities and Exchange Commission a definitive joint proxy
statement/prospectus as part of a registration statement regarding the
proposed transaction. Investors and security holders are urged to read
the definitive joint proxy statement/prospectus and any other relevant
documents filed by Verint and/or CTI with the Securities Exchange
Commission because they will contain important information about Verint
and CTI and the proposed transaction. Investors and security holders may
obtain free copies of the definitive joint proxy statement/prospectus
and other documents when filed by Verint and CTI with the Securities and
Exchange Commission at www.sec.gov
or www.verint.com
or www.cmvt.com.
Investors and security holders are urged to read the definitive joint
proxy statement/prospectus and other relevant material when they become
available before making any voting or investment decisions with respect
to the merger.

This press release is not a solicitation of a proxy from any security
holder of Verint or CTI and shall not constitute an offer to sell or a
solicitation of an offer to buy securities, nor shall there be any sale
of securities in any jurisdiction in which such solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933. However, Verint, CTI and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
stockholders in connection with the proposed transaction under the
rules of the Securities and Exchange Commission. Information about the
directors and executive officers of Verint may be found in its Annual
Report on Form 10-K for the year ended January 31, 2012 and in its
definitive proxy statement relating to its 2012 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
May 14, 2012. Information about the directors and executive officers of
CTI may be found in its Annual Report on Form 10-K for the year ended
January 31, 2012 and in its definitive proxy statement on Schedule 14A
filed with the SEC on September 6, 2012 and the preliminary information
statement attached thereto.

Treasury stock, at cost - 302,000 and 283,000 shares as of October
31, 2012 and January 31, 2012, respectively.

(8,013

)

(7,466

)

Accumulated deficit

(329,651

)

(357,764

)

Accumulated other comprehensive loss

(45,751

)

(47,736

)

Total Verint Systems Inc. stockholders' equity

191,087

141,425

Noncontrolling interest

6,521

2,870

Total stockholders' equity

197,608

144,295

Total liabilities, preferred stock, and stockholders' equity

$

1,498,618

$

1,499,595

Table 5

Verint Systems Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Nine Months Ended October 31,

2012

2011

Cash flows from operating activities:

Net income

$

31,510

$

22,750

Adjustments to reconcile net income to net cash provided by
operating activities:

Depreciation and amortization

42,476

39,152

Stock-based compensation – equity portion

15,544

17,211

Non-cash losses on derivative financial instruments, net

123

1,225

Loss on extinguishment of debt

-

8,136

Other non-cash items, net

(5,955

)

4,049

Changes in operating assets and liabilities, net of effects of
business combinations:

Accounts receivable

(2,481

)

(1,698

)

Inventories

1,761

1,629

Deferred cost of revenue

13,185

7,824

Prepaid expenses and other assets

6,261

2,354

Accounts payable and accrued expenses

(10,170

)

(22,996

)

Deferred revenue

(29,968

)

(24,583

)

Other, net

2,848

(9,822

)

Net cash provided by operating activities

65,134

45,231

Cash flows from investing activities:

Cash paid for business combinations, including adjustments, net of
cash acquired

(660

)

(98,698

)

Purchases of property and equipment

(11,472

)

(9,238

)

Settlements of derivative financial instruments not designated as
hedges

(266

)

(1,183

)

Cash paid for capitalized software development costs

(2,921

)

(2,542

)

Changes in restricted cash and bank time deposits

1,271

5,893

Net cash used in investing activities

(14,048

)

(105,768

)

Cash flows from financing activities:

Proceeds from borrowings, net of original issuance discount

-

597,000

Repayments of borrowings and other financing obligations

(5,130

)

(585,514

)

Payment of debt issuance and other debt-related costs

(217

)

(15,280

)

Proceeds from exercises of stock options

1,771

9,394

Purchases of treasury stock

(615

)

(827

)

Payment of contingent consideration for business combinations
(financing portion)

(6,074

)

(2,004

)

Net cash provided by (used in) financing activities

(10,265

)

2,769

Effect of exchange rate changes on cash and cash equivalents

545

275

Net increase (decrease) in cash and cash equivalents

41,366

(57,493

)

Cash and cash equivalents, beginning of period

150,662

169,906

Cash and cash equivalents, end of period

$

192,028

$

112,413

Verint Systems Inc. and Subsidiaries

Supplemental Information About Non-GAAP Financial Measures

This press release contains non-GAAP financial measures. Tables 2 and 3
include a reconciliation of each non-GAAP financial measure presented in
this press release to the most directly comparable GAAP financial
measure. Non-GAAP financial measures should not be considered in
isolation or as a substitute for comparable GAAP financial measures. The
non-GAAP financial measures we present have limitations in that they do
not reflect all of the amounts associated with our results of operations
as determined in accordance with GAAP, and these non-GAAP financial
measures should only be used to evaluate our results of operations in
conjunction with the corresponding GAAP financial measures. These
non-GAAP financial measures do not represent discretionary cash
available to us to invest in the growth of our business, and we may in
the future incur expenses similar to or in addition to the adjustments
made in these non-GAAP financial measures.

We believe that the non-GAAP financial measures we present provide
meaningful supplemental information regarding our operating results
primarily because they exclude certain non-cash charges or items that we
do not believe are reflective of our ongoing operating results when
budgeting, planning and forecasting, determining compensation, and when
assessing the performance of our business with our individual operating
segments or our senior management. We believe that these non-GAAP
financial measures also facilitate the comparison by management and
investors of results between periods and among our peer companies.
However, those companies may calculate similar non-GAAP financial
measures differently than we do, limiting their usefulness as
comparative measures.

Adjustments to Non-GAAP Financial Measures

Revenue adjustments related to acquisitions. We exclude from our
non-GAAP revenue the impact of fair value adjustments required under
GAAP relating to acquired customer support contracts which would have
otherwise been recognized on a standalone basis. We exclude these
adjustments from our non-GAAP financial measures because these are not
reflective of our ongoing operations.

Amortization of acquired intangible assets, including acquired
technology. When we acquire an entity, we are required under GAAP to
record the fair values of the intangible assets of the acquired entity
and amortize those assets over their useful lives. We exclude the
amortization of acquired intangible assets, including acquired
technology, from our non-GAAP financial measures. These expenses are
excluded from our non-GAAP financial measures because they are non-cash
charges. In addition, these amounts are inconsistent in amount and
frequency and are significantly impacted by the timing and size of
acquisitions. Thus, we also exclude these amounts to provide better
comparability of pre- and post-acquisition operating results.

M&A and other adjustments. We exclude from our non-GAAP
financial measures legal, other professional fees and certain other
expenses associated with acquisitions, whether or not consummated, and
certain extraordinary transactions, including reorganizations,
restructurings and expenses associated with our merger with CTI. Also
excluded are changes in the fair value of contingent consideration
liabilities associated with business combinations, and expenses related
to our restatement of previously filed financial statements and our
previous extended filing delay. These expenses are excluded from our
non-GAAP financial measures because we believe that they are not
reflective of our ongoing operations.

Unrealized (gains) losses on derivatives, net. We exclude from
our non-GAAP financial measures unrealized gains and losses on interest
rate swaps and foreign currency derivatives. These gains and losses are
excluded from our non-GAAP financial measures because they are non-cash
transactions which are highly variable from period to period and which
we believe are not reflective of our ongoing operations.

Loss on extinguishment of debt. We exclude from our non-GAAP
financial measures loss on extinguishment of debt attributable to
refinancing of our debt because we believe it is not reflective of our
ongoing operations.

Non-cash tax adjustments. We exclude from our non-GAAP financial
measures non-cash tax adjustments, which represent the difference
between the amount of taxes we actually paid and our GAAP tax provision
on an annual basis. On a quarterly basis, this adjustment reflects our
expected annual effective tax rate on a cash basis.